ASSET PURCHASE AGREEMENT

This  ASSET  PURCHASE AGREEMENT ("Agreement") is made and entered into as of the
Execution Date set forth on the signature page hereof ("Execution Date"), by and
between  TOTAL  DENTAL  ADMINISTRATORS HEALTH PLAN, INC., an Arizona corporation
("TDAHP"  or  "Buyer")  and SAFEGUARD HEALTH PLANS, INC., an Arizona corporation
("SafeGuard"  or  "Seller"),  with  reference  to  the  following  facts:

A.     SafeGuard is the owner of certain assets identified as all of SafeGuard's
group  contracts,  individual member contracts, provider contracts, agent/broker
contracts,  and  all  other contracts related to SafeGuard's prepaid dental plan
business  located  in  Arizona,  excluding  SafeGuard's  name  and  subsidiary
corporation  domiciled  and  licensed  in  Arizona  (the  "Purchased  Assets").

B.     Buyer  is  an  Arizona  corporation  licensed  as  a  Prepaid Dental Plan
Organization  in  the  state  of  Arizona.

C.     Seller  and  Buyer  entered into a letter of agreement dated November 20,
2000  (the  "Letter  of Intent"), pursuant to which Seller has agreed to sell to
Buyer,  and  Buyer  agreed  to  purchase from Seller, the Purchased Assets, upon
terms  and  conditions set forth in the Letter of Intent, subject to (i) Buyer's
satisfactory  completion  of  its  legal,  financial and operating due diligence
review  regarding the Purchased Assets ("Buyer's Due Diligence Review") and (ii)
the  parties' completion of definitive documents that shall set forth all of the
terms  and  conditions  of the transactions contemplated by the Letter of Intent
(collectively,  the  "Transaction")  consistent  with the terms of the Letter of
Intent.

IN  CONSIDERATION  of  the  recitals,  covenants, conditions and promises herein
contained,  and for other valuable consideration, the receipt and sufficiency of
which  the parties hereby acknowledge, Buyer and Seller hereby agree as follows:

1.     Purchase  and  Sale.
       -------------------

     1.1     Purchased  Assets.  Seller  shall  sell  to  Buyer, and Buyer shall
             -----------------
purchase  from  Seller,  the  Purchased  Assets described on Exhibit A, attached
hereto  and  incorporated herein by this reference as if set forth in full, (the
"Purchased  Assets"), in exchange for the Purchase Price and other consideration
described  herein  below.

     1.2     No  Liens  and  Encumbrances.  Seller  shall  convey  the Purchased
             ----------------------------
Assets to Buyer free and clear of all liens, pledges, security interests, rights
of  first  refusal, options, restrictions, encumbrances, liabilities and defects
in  title,  including,  without  limitation,  any  deeds  of  trust,  mortgages,
indentures, financing statements or similar security interests that secure debts
of  the  Seller.

2.     Consideration.
       -------------

     2.1     Purchase  Price.  The total purchase price for the Purchased Assets
             ---------------
("Purchase  Price")  shall  be  one thousand dollars ($1,000) payable in cash at
closing.

     2.2     No  Assumption of Liability by Buyer.  Seller and Buyer acknowledge
             ------------------------------------
and  agree that Buyer shall not hereunder or otherwise assume any of liabilities
or  obligations  of  Seller,  or of any other party, arising with respect to the
Purchased  Assets, whether known or unknown, disclosed or undisclosed, including
without  limitation those relating to: (i) any taxes that may be assessed or due


<PAGE>
for  any  period  prior  to  the  Effective  Time; (ii) any claim or lien of any
governmental  agency  for  or  arising out of events occurring during any period
prior  to  the  Effective  Time;  (iii)  any  claims  or  liabilities whatsoever
incurred,  existing  or  arising out of events, or out of errors or omissions of
Seller  or  its  predecessors  in  interest  to  the  Purchased Assets, or their
respective  officers,  directors,  employees,  contractors  or agents, occurring
prior  to  the  Effective  Time;  (v)  any liability for borrowed money or other
indebtedness  incurred  prior  to  the  Effective  Time.

     2.3     No  Retention of Liability by Seller.  Seller and Buyer acknowledge
             ------------------------------------
and agree that Seller shall not hereunder or otherwise assume any of liabilities
or  obligations  of  Buyer,  or  of any other party, arising with respect to the
Purchased  Assets, whether known or unknown, disclosed or undisclosed, including
without  limitation those relating to: (i) any taxes that may be assessed or due
for  any  period  after  the  Effective  Time;  (ii)  any  claim  or lien of any
governmental  agency  for or arising out of events occurring after the Effective
Time;  (iii)  any claims or liabilities whatsoever incurred, existing or arising
out  of  events,  or  out of errors or omissions of Buyer or its predecessors in
interest  to  the  Purchased  Assets,  or  their respective officers, directors,
employees, contractors or agents, occurring after the Effective Time; or (v) any
liability  for borrowed money or other indebtedness incurred after the Effective
Time.

3.     Closing.
       --------

     3.1     Closing  Time.  The  consummation  of  the  Transaction ("Closing")
             -------------
shall  occur  as  of  the Effective Time on not less than forty eight (48) hours
notice  and at such location and on such time and place as shall be fixed by the
mutual  written consent of the parties hereto ("Closing Time").  Notwithstanding
the  foregoing,  in the event that the conditions precedent set forth in Section
11  (Conditions  Precedent)  of this Agreement have not been satisfied or waived
     ---------------------
prior  to  the  Closing  Time,  either  party hereto shall have the right at its
option  to extend the Closing Time for an additional period of time necessary to
satisfy  such  conditions,  such  additional  period  not  to  extend  beyond an
additional thirty (30) days.  Notwithstanding anything to the contrary contained
herein,  the  closing  of the Transaction shall occur not later than one hundred
twenty  (120)  days  after  the  execution  of  this  agreement.

     3.2     Effective  Time.  All  transactions  consummated  pursuant  to this
             ---------------
Agreement  shall be deemed to have been consummated at 12:00 a.m. on the date of
the  Closing  Time  (the  "Effective  Time").

     3.3     Post-Closing  Cooperation.  Following  the  Closing,  Seller  shall
             -------------------------
execute  and  deliver  such  documents,  and  provide  such other assurances and
cooperation, as Buyer shall reasonably request to provide to Buyer the ownership
and  benefit  of the Purchased Assets and to arrange for an effective transition
in  the  ownership  of  the  Purchased  Assets  to  Buyer.

4.     Representations,  Warranties  and Agreements of Seller.  Seller makes the
       ------------------------------------------------------
following representations, warranties and agreements for the purpose of inducing
Buyer  to  enter into this Agreement and consummate the sale and purchase of the
Assets.  The  term  "Material"  as  used  in  this  Section  4 (Representations,
                                                                ----------------
Warranties  and  Agreements of Seller) means (a) with respect to any contractual
       ------------------------------
obligation,  any  such  obligation  of  SafeGuard  that  involves the payment or
receipt  of Ten Thousand Dollars ($10,000) or more in any one (1) year, (b) with
respect  to the breach or violation of any contractual obligation by Seller, any
such breach or violation having potential consequences that could materially and
adversely  affect  Seller's business, operations, assets or financial condition,
Seller's  ability  to  perform  its  obligations under this Agreement or Buyer's
purchase  of  the  Purchased Assets or the ownership or use thereof by Buyer, or


<PAGE>
(c)  with  respect  to  any  legal obligation, any such obligation of Seller the
violation of, or noncompliance with, by Seller could result in the imposition of
fines,  penalties,  sanctions  or other consequences involving more than $10,000
within  any one (1) year, depriving Seller or any successor of the rights to own
the  Purchased  Assets,  or  limiting  the  right of Seller or a successor to be
compensated  for  services  rendered  or goods sold, or materially and adversely
affecting  the  SafeGuard's business, operations, assets or financial condition,
Seller's  ability  to  perform  its  obligations under this Agreement or Buyer's
purchase  of the Purchased Assets or the ownership or use thereof by Buyer.  The
term  "Knowledge"  or  "Seller's  Knowledge"  as  used  in  this  Section  4
(Representations,  Warranties  and  Agreements  of  Seller)  means  the  actual
 ---------------------------------------------------------
collective and individual knowledge of each of the Seller's respective President
and Chief Executive Officer and Senior Vice President and General Counsel, after
due  inquiry.

     4.1     Organization  and  Standing.  SafeGuard  is an Arizona corporation,
             ---------------------------
which is duly formed and in good standing under and by virtue of the laws of the
State  of  Arizona.  Seller  possesses  all  requisite  power to enter into this
Agreement  and  consummate  the  Transaction.

     4.2     Authority;  Binding  Effect.  The  execution  and  delivery of this
             ---------------------------
Agreement,  and  each  of the documents to be executed by or on behalf of Seller
pursuant  to  this Agreement, and the consummation of the Transaction, have been
duly  authorized.  Seller  has  the  full  power and authority to enter into and
perform  this Agreement and to carry out all of the terms and provisions hereof.
This  Agreement is a valid and binding obligation of Seller, enforceable against
each and all of them in accordance with its terms, except insofar as enforcement
thereof may be limited by bankruptcy, insolvency or similar laws and all general
equitable  principles,  including  the  availability  of  any specific equitable
remedy.

     4.3     No Violation or Bar.  There is no Material contract or agreement or
             -------------------
any restriction to which SafeGuard is a party or respecting the Purchased Assets
otherwise  that would prevent or restrict the power or authority of SafeGuard to
enter  into  this  Agreement  and  to  consummate  the Transaction.  Neither the
execution and delivery of this Agreement nor the consummation of the Transaction
will  (i)  violate, or be in conflict with, or constitute a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or result in the termination of or accelerate the performance required, or cause
the acceleration of the maturity of any Material debt or obligation pursuant to,
or  result in the creation or imposition of any Material security interest, lien
or  other  encumbrance  upon  any of the Purchased Assets under any agreement or
commitment  to  which  SafeGuard is a party or to which the Purchased Assets are
subject,  or  cause SafeGuard to become insolvent or otherwise unable to pay its
obligations  as  they  become  due,  or  (ii)  violate any Material order of any
governmental  or  regulatory  authority, any judgment, decree, order or award of
any  court,  arbitrator,  administrative agency or governmental authority or any
Material license, consent, permit, order, approval or any other authorization of
any  governmental  or  regulatory  authority,  or  any  Material  statute,  law,
ordinance,  rule  or  regulation.

     4.4     Completeness  of  Purchased  Assets.  The  Purchased  Assets  shall
             -----------------------------------
comprise  all  of  the  group  contracts,  individual member contracts, provider
contracts,  agent/broker  contracts,  and  all  other  contracts  related  to
SafeGuard's  prepaid  dental  plan  in  Arizona  as  set  forth  in  Exhibit  A.


<PAGE>
     4.5     Title.  Seller  has  at  the Effective Time sole and exclusive, and
             -----
good  and  marketable,  title to all the Purchased Assets, free and clear of all
liens,  mortgages, deeds of trust, encumbrances, leases, security interests (UCC
or  otherwise),  actions,  claims,  charges,  conditions  or restrictions of any
nature  whatsoever,  including without limitation chattel mortgages, conditional
sale  contracts,  collateral  security  arrangements,  leases and other title or
interest  retention  arrangements.

     4.6     Consents.  Seller  shall use all commercially reasonable efforts to
             --------
obtain  all  consents, releases and permissions of every kind or nature, whether
from public authorities, or otherwise, which may be required with respect to the
performance  by  Seller  of  its  obligations  hereunder.

     4.7     Required  Governmental  Consents.  No  consent,  approval  or
             --------------------------------
authorization  of,  or  filing  or registration with any governmental authority,
whether  federal,  state  or local, is required to be obtained or made by any of
the  Seller  in  order  for  the  Seller lawfully to consummate the Transaction,
except any approval that may be required by the Arizona Department of Insurance.
The  parties  agree  that  this Agreement may be terminated by either party upon
thirty  (30)  advance  written  notice  in  the  event the Arizona Department of
Insurance  does  not  approve  the  transaction  contemplated by this Agreement.

     4.8     Litigation  and Related Proceedings.  SafeGuard has not been served
             -----------------------------------
with  or  received  notice  of any summons, complaint or notice to arbitrate and
there  is  no  suit,  litigation,  claim,  equitable,  legal,  administrative
arbitration  or other proceeding pending or threatened to which either SafeGuard
is  a  party  that  affects  the  Purchased  Assets.

     4.9     Orders,  Decrees,  Rulings and Contracts.  SafeGuard is not a party
             ----------------------------------------
to  any  order, decree or ruling of any court or administrative agency, federal,
state or local, nor has SafeGuard had any contacts or knowledge of any contacts,
formal or informal, with such agency relating to the Purchased Assets that could
Materially  and  adversely affect the Purchased Assets, or the ability of Seller
to  perform  its  obligations  hereunder.

     4.10     Negative Covenants.  During the period from the date of the Letter
              ------------------
of  Agreement  to the Closing Time, SafeGuard shall not, without Buyer's written
consent:

          (1)     Create,  participate in or agree to the creation of any liens,
encumbrances  or hypothecations of any of the Purchased Assets, except any liens
for  current  taxes  and  liens  created in the ordinary and usual course of its
business  as  heretofore  conducted.

          (2)     Enter  into  any  agreement  to  do any of the acts previously
described  in  Section  4.10  (Negative  Covenants).
                               -------------------

     4.11     Truth  of  Representations  and  Warranties.  No representation or
              -------------------------------------------
warranty  of  Seller contained in this Agreement, or any document or certificate
furnished  or  to  be  furnished  by  Seller  hereunder, will contain any untrue
statement  of  any  Material  fact known to Seller or fail to state any Material
fact  known  to Seller that the omission of which would cause any representation
or  warranty  made  by  Seller  hereunder  to  be  false  or  misleading.

     4.12     Survival  of  Representations,  Warranties  and  Agreements.  The
              -----------------------------------------------------------
warranties, representations and agreements by Seller set forth in this Section 4
(Representations,  Warranties  and Agreements of Seller) shall be true on and as
 ----------------------------  ------------------------
of  the  Closing  Time as though such representations, warranties and agreements


<PAGE>
were  made  on  and  as  of such time and shall survive (i) any investigation or
review  by  Buyer  of the Purchased Assets and (ii) for a period of one (1) year
following  the  Closing  Time.

5.     Representations,  Warranties  and  Agreements  of Buyer.  Buyer makes the
       -------------------------------------------------------
following representations, warranties and agreements for the purpose of inducing
Seller  to  enter  into this Agreement and consummate the Transaction.  The term
"Material" as used in this Section 5 (Representations, Warranties and Agreements
                                      ------------------------------------------
of  Buyer)  means  (a)  with  respect  to  any  contractual obligation, any such
---------
obligation of Buyer that involves the payment or receipt of Ten Thousand Dollars
($10,000)  or  more  in  any  one  (1)  year,  (b) with respect to the breach or
violation  of  any contractual obligation by Buyer, any such breach or violation
having  potential  consequences  that  could materially adversely affect Buyer's
business,  operations, assets or financial condition, Buyer's ability to perform
its obligations under this Agreement or Buyer's purchase of the Purchased Assets
or  the  ownership  or  use  thereof  by Buyer, or (c) with respect to any legal
obligation,  any  such  obligation  of Buyer, the violation of, or noncompliance
with,  by Buyer could result in the imposition of fines, penalties, sanctions or
other consequences involving more than Ten Thousand Dollars ($10,000), depriving
Buyer  or  any successor to Buyer of the rights to conduct the business of Buyer
as  conducted on the Closing Date, or limiting the right of Buyer or a successor
to  Buyer  to  be compensated for services rendered or goods sold, or materially
adversely affecting Buyer's business, operations, assets or financial condition,
Buyer's  ability  to  perform  its  obligations  under this Agreement or Buyer's
purchase  of  the Purchased Assets or the ownership or use thereof by Buyer. The
term  "Knowledge"  or  "Buyer's  Knowledge"  as  used  in  this  Section  5
(Representations,  Warranties  and  Agreements  of  Buyer)  means  the  actual
---------------------------------------------------------
collective  and  individual  knowledge  of the chief executive officer and chief
financial  officer  of  Buyer,  after  due  inquiry.

     5.1     Organization and Standing.  Buyer is a corporation, duly organized,
             -------------------------
existing  and  in  good standing under and by virtue of the laws of the State of
Arizona.  Buyer  possesses  all requisite power to enter into this Agreement and
consummate  the  Transaction.

     5.2     Authority;  Binding  Effect.  The  execution  and  delivery of this
             ---------------------------
Agreement,  and  each  of  the documents to be executed by or on behalf of Buyer
pursuant  to  this  Agreement, and the consummation of the Transaction have been
duly  authorized  by  the Board of Directors of Buyer.  Buyer has full power and
authority  to  enter into and perform this Agreement and to carry out all of the
terms  and  provisions hereof.  This Agreement is a valid and binding obligation
of Buyer, enforceable against Buyer in accordance with its terms, except insofar
as  enforcement thereof may be limited by bankruptcy, insolvency or similar laws
and all general equitable principles, including the availability of any specific
equitable  remedy.

     5.3     No Violation or Bar.  Buyer is not a party to any Material contract
             -------------------
or agreement or subject to any restrictions respecting the Assets, or otherwise,
which  would  prevent  or restrict the power or authority of Buyer to enter into
this  Agreement  and  to  consummate  the  Transaction, except such contracts or
agreements  for  which  consent to the Transaction will be obtained prior to the
Closing  Time.  Neither  the  execution  and  delivery of this Agreement nor the
consummation  of  the Transaction will violate any provisions of the Articles of
Incorporation  and  Bylaws  of Buyer or, (i) violate, or be in conflict with, or
constitute  a  default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of or accelerate
the  performance  required,  or  cause  the  acceleration of the maturity of any
Material debt or obligation pursuant to, or result in the creation or imposition
of  any security interest, lien or other encumbrance upon any of Buyer's real or
personal property under any agreement or commitment to which Buyer is a party or


<PAGE>
to which Buyer is bound, or to which said real or personal property are subject,
or  (ii)  violate  any  order  of  any governmental or regulatory authority, any
judgment, decree, order or award of any court, arbitrator, administrative agency
or  governmental  authority  or,  to  the  best knowledge of Buyer, any Material
license,  consent,  permit,  order,  approval  or any other authorization of any
governmental  or  regulatory authority, or any Material statute, law, ordinance,
rule  or  regulation.

     5.4     Consents.  Buyer  shall  use all commercially reasonable efforts to
             --------
obtain  all  consents, releases and permissions of every kind or nature, whether
from public authorities, or otherwise, which may be required with respect to the
performance  by  Buyer  of  its  obligations  hereunder and shall cooperate with
Seller  in  securing  any  regulatory  consents  that  may  be  required.

     5.5     Orders,  Decrees,  Rulings  and Contracts.  Buyer is not a party to
             -----------------------------------------
any  order,  decree  or  ruling  of any court or administrative agency, federal,
state  or  local,  nor  has  Buyer  any contracts, formal or informal, with such
agency  that  could  materially  and  adversely  affect  the ability of Buyer to
perform  its  obligations  hereunder.

     5.6     Material Adverse Change.  During the period from the Execution Date
             -----------------------
to  the Closing Time, Buyer shall promptly notify Seller in writing of any event
of  which  Buyer obtains Knowledge which has had or might reasonably be expected
to  cause  any representation or warranty to be untrue, inaccurate or misleading
in  any  Material  respect.

     5.7     Truth  of  Representations  and  Warranties.  No  representation or
             -------------------------------------------
warranty  of  Buyer  contained  in this Agreement, or any statement, document or
certificate  furnished  or  to  be  furnished  by  Buyer  in connection with the
transactions  contemplated  hereby,  will  contain  any  untrue statement of any
Material fact known to Buyer or fail to state any Material fact that would cause
any  representation,  warranty  or  statement  to  be  false  or  misleading.

     5.8     Survival  of  Representations,  Warranties  and  Agreements.  The
             -----------------------------------------------------------
warranties,  representations and agreements of Buyer set forth in this Section 5
(Representations, Warranties and Agreements of Buyer) shall be true on and as of
 --------------------------- -----------------------
the  Closing Time as though such representations, warranties and agreements were
made on and as of such time and shall survive (i) any investigation or review by
Seller  of  Buyer's  organization and operation and (ii) for a period of one (1)
year  following  the  Closing  Time.

6.     Prorations  and  Other  Payments.
       --------------------------------

     6.1     Contract  Payments; Fees.  All prepaid expenses included within the
             ------------------------
Assets,  all  license  fees and other payments and deposits shall be prorated by
the  parties  as of the Effective Time.  Buyer shall pay only the pro-rata share
of  such  prepaid  expenses,  contracts, liabilities and obligations accruing or
arising with respect to the period after the Effective Time.  Buyer shall at the
Closing  pay  the  pro-rata  amounts therefore described on Exhibit 6.1 attached
hereto,  as  may  be  applicable  ("Prorations").

     6.2     Sales  and  Use  Taxes.  Buyer  shall pay any and all sales and use
             ----------------------
taxes  arising  as  a result of the Transaction.  Notwithstanding the foregoing,
Buyer shall have the right to assert the right and claim that the Transaction is
not  subject to any sales or use tax and Seller shall cooperate fully with Buyer
with  respect  to  such  rights  and  claims.

     6.3     Closing  Costs.  Except  as otherwise specifically set forth herein
             --------------
or  agreed  by  the  parties  in  writing,  each party shall bear its own legal,
accounting  and consulting expenses incurred in connection with the transactions
contemplated  by  this  Agreement,  except  that Seller will assist Buyer in the


<PAGE>
preparation  and  filing  of any application or request for approval that may be
required  by  the  Arizona  Department  of  Insurance.

7.     Closing  Tax  Returns,  Notices  and  Reports.
       ---------------------------------------------

     7.1     Returns, Notices and Reports.  Buyer and Seller shall promptly file
             ----------------------------
or arrange for the filing of any and all closing returns, notices and reports of
every  kind  and  nature  required  by  federal,  state,  county  and  municipal
governments  or any subdivision thereof, in respect to the Purchased Assets, and
pay or arrange for payment of all sums payable in connection therewith and shall
cooperate  fully  with the other parties in the preparation of all such returns,
notices and reports and shall provide, or cause to be provided at the requesting
party's  sole  cost  and  expense,  to  the  other  party, any records and other
information  requested  by  such  party  in  connection  therewith.

     7.2     Tax  Reporting.  Buyer  and Seller shall report the Transaction for
             --------------
federal  and state income tax purposes and to file all other reports required by
appropriate  governmental agencies and authorities. Seller shall cooperate fully
with  Buyer after the Closing in connection with any tax investigation, audit or
other  proceeding relating to events occurring prior to the Effective Time.  The
parties  hereto  acknowledge  and  agree that said Purchase Price represents the
fair  market value of the Purchased Assets and is based in part upon Buyer's Due
Diligence  Review.

8.     Indemnity  by  Seller.
       ---------------------

     8.1     Indemnity.  Seller  agrees  to  protect, indemnify, defend and hold
             ---------
Buyer,  its  officers,  directors, legal representatives, successors and assigns
(each  an  "Indemnified  Party"),  and  each of them, free and harmless from and
against  any  and all debts, liabilities, obligations, losses, damages, costs or
expenses  (including,  but  not  limited to attorneys' fees), and settlements in
respect  thereof, liens or encumbrances (individually a "Loss" and, collectively
"Losses")  accruing  or based upon or arising out of (i) any breach or violation
of  any  representation  or warranty by  Seller, or (ii) the breach by Seller of
any  other term or provision of this Agreement, or (iii) any and all liabilities
and  obligations of Seller whatsoever, or Third Party Claims; provided, however,
that Seller's aggregate obligation to indemnify Buyer hereunder shall not exceed
twenty  thousand  dollars  ($20,000.00),  not including Buyer's attorneys' fees.

     8.2     Third  Party  Claims
             --------------------

          (1)     Any person wishing to claim indemnification under this Section
8 (Indemnity by Seller), upon learning of any claim, action, suit, proceeding or
   -------------------
investigation  as  to  which  it  wishes to be indemnified, shall notify Seller;
provided however that no failure to so notify Seller will relieve Seller, or any
guarantor  of  the obligations of any Seller, to indemnify such person or of any
other  obligation  imposed  by  this Section 8 (Indemnity by Seller) unless such
                                                -------------------
failure  materially  prejudices  the  indemnifying party's ability to defend the
claim.  Any  claim  for indemnification pursuant to this Section 8 (Indemnity by
                                                                    ------------
Seller)  shall  be  made within ninety (90) days following the expiration of the
------
period  described  in  Section 4.12 (Survival of Representations, Warranties and
                                     -------------------------------------------
Agreements).
----------

          (2)     If  the  facts giving rise to any indemnification provided for
in  this  Section 8 (Indemnity by Seller) involve any actual or threatened claim
                     -------------------
or  demand  by  any  person  other  than  an  Indemnified  Party,  or any of its
successors  or  assigns  (collectively, a "third party"), against an Indemnified
Party  or  any  possible  claim  by an Indemnified Party against any third party
(collectively, a "third party claim"), Seller shall have the right to assume the


<PAGE>
defense  or  prosecution  of  such  claim  or  litigation  resulting  therefrom,
exercisable  by notice to the Indemnified Party given within ten (10) days after
notice  of  the  Indemnified  Party's claim for indemnification pursuant to this
Section  8  (Indemnity  by  Seller).  Any such defense or prosecution of a third
             ---------------------
party  claim  by Seller pursuant to this Paragraph 8.2(2) shall be through legal
counsel chosen by Seller, acting together, subject to the approval of such legal
counsel  by the Indemnified Party(ies), which approval shall not unreasonably be
withheld,  and  the  terms  of  Paragraphs  8.2(3)  and  8.2(4)  below

          (3)     If  the  defense  or  prosecution  of  a  third party claim is
assumed  by  Seller  pursuant  to  this  Section  8.2  (Third Party Claims), the
                                                        ------------------
Indemnified  Party shall be entitled, at its own expense, to participate in such
defense  or  prosecution  through legal counsel chosen by the Indemnified Party.
If Seller assumes the defense or prosecution of such claim or litigation, Seller
shall take all steps necessary in the defense, prosecution or settlement of such
claim  or  litigation  and  shall  hold  the Indemnified Party harmless from and
against  all  Losses caused by or arising out of any settlement thereof approved
by  Seller  or  any judgment in connection therewith (other than the Indemnified
Party's  expenses  of participation in such defense, prosecution or settlement).
Seller  may  not,  in  the  defense or prosecution of any suit, claim, action or
proceeding  the  defense  of  which  Seller has assumed, except with the written
consent  of  the  Indemnified  Party (which shall not be unreasonably withheld),
consent  to the entry of any judgment or enter into any settlement (i) that does
not include as an unconditional term thereof the giving to the Indemnified Party
by  the third party of a full and final release from all liability in respect of
such  suit, claim, action or proceeding or (ii) that shall limit, restrict, make
of  have  a  material  adverse  effect upon or otherwise affect the right of the
Buyer to carry on or conduct its businesses (then or in the future), or requires
any  payment  to  be  made by the Indemnified Party, or limits, restricts, has a
material  adverse effect upon or otherwise adversely affects the manner in which
Buyer  carries  on  or  conducts  its  businesses  then  or  in  the  future.

          (4)     If  Seller  does not assume the defense or prosecution of such
claim  or  litigation  pursuant  to  this  Section 8.2 (Third Party Claims), the
                                                        ------------------
Indemnified  Party  may  defend  or  prosecute  such claim or litigation in such
manner  as  it  may  deem  appropriate  (in  which  case  legal  expenses of the
Indemnified  Party shall be at the expense of Seller, and shall be considered to
be part of the Losses incurred pursuant to this Section 8 (Indemnity by Seller))
                                                           -------------------
after  giving  written notice thereof (and reasonably opportunity to respond) to
Seller,  on  such  terms  as the Indemnified Party may deem appropriate.  Seller
shall promptly reimburse the Indemnified Party for the Losses arising out of any
judgment  rendered  against  the Indemnified Party or settlement entered into by
the  Indemnified  Party.

          (5)     If  an  Indemnified Party assumes the defense of a third party
claim  or  demand  pursuant  to  this  Section  8.2  (Third  Party  Claims), the
                                                      --------------------
Indemnified Party shall employ legal counsel and defend, prosecute and/or settle
such claims or demands at Seller's expense.  Seller shall promptly reimburse the
Indemnified  Party  for  the Losses arising out of any judgment rendered against
the  Indemnified Party or settlement entered into by the Indemnified Party.  Any
expenses  for which the Indemnified Party is entitled to reimbursement hereunder
shall  be  paid  as  incurred.


<PAGE>
9.     Indemnity  By  Buyer.
       ---------------------

     9.1     Indemnity.  Buyer  agrees  to  protect,  indemnify, defend and hold
Seller,  its officers, directors, legal representatives, successors and assigns,
and  each  of  them,  free  and  harmless  from  and  against any and all debts,
liabilities, obligations, losses, damages, costs or expenses (including, but not
limited  to  attorneys'  fees),  and  settlements  in  respect thereof, liens or
encumbrances  accruing  or  based  upon  or  arising  out  of  (i) any breach or
violation  by  Buyer  of  any  representation or warranty set forth in Section 5
(Representations, Warranties and Agreements of Buyer) hereof, or (ii) the breach
    ---------------------------- -------------------
by Buyer of any other term or provision of this Agreement, or (iii) any facts or
events  occurring  after  the  Effective  Time  and connected with the Purchased
Assets  or  Buyer's  operation  of  its  business utilizing the Purchased Assets
within  the  state  of  Arizona;  provided,  however,  that  Buyer's  aggregate
obligation  to  indemnify  Seller  hereunder  shall  not  exceed twenty thousand
dollars  ($20,000.00),  not  including  Buyer's  attorneys'  fees.

     9.2     Third  Party  Claims.
             --------------------

          (1)     Any person wishing to claim indemnification under this Section
9  (Indemnity by Buyer), upon learning of any claim, action, suit, proceeding or
    ------------------
investigation  as  to  which  it  wishes  to be indemnified, shall notify Buyer;
provided  however  that no failure to so notify Buyer will relieve Buyer, or any
guarantor  of the obligations of Buyer, to indemnify such person or of any other
obligation  imposed  by  this Section 9 (Indemnity by Buyer) unless such failure
                                         ------------------
material  prejudices  the indemnifying party's ability to defend the claim.  Any
claim  for indemnification pursuant to this Section 9 (Indemnity by Buyer) shall
                                                       ------------------
be made within ninety (90) days following the expiration of the period described
in  Section  5.8  (Survival  of  Representations,  Warranties  and  Agreements).
                   -----------------------------------------------------------

          (2)     If  the  facts giving rise to any indemnification provided for
in this Section 9 (Indemnity by Buyer) involve any actual or threatened claim or
                   ------------------
demand  by  any person other than an Indemnified Party, or any of its successors
or  assigns (collectively, a "third party"), against an Indemnified Party or any
possible  claim by an Indemnified Party against any third party (collectively, a
"third  party  claim"),  Buyer  shall  have  the  right to assume the defense or
prosecution of such claim or litigation arising therefrom, exercisable by notice
to  the  Indemnified  Party  given  within  ten  (10)  days  after notice of the
Indemnified  Party's  claim  for  indemnification  pursuant  to  this  Section 9
(Indemnity by Buyer).  Any such defense or prosecution of a third party claim by
 ------------------
Buyer pursuant to this Paragraph 9.2(2) shall be through legal counsel chosen by
Buyer,  subject  to  the  approval  of  such  legal  counsel  by the Indemnified
Party(ies),  which approval shall not unreasonably be withheld, and the terms of
Paragraphs  9.2(3)  and  9.2(4)  below.

          (3)     If  the  defense  or  prosecution  of  a  third party claim is
assumed  by  Buyer  pursuant  to  this  Section  9.2  (Third  Party Claims), the
                                                       -------------------
Indemnified  Party shall be entitled, at its own expense, to participate in such
defense  or  prosecution  through legal counsel chosen by the Indemnified Party.
If  Buyer  assumes  the  defense  or prosecution of such claim or litigation, it
shall take all steps necessary in the defense, prosecution or settlement of such
claim  or  litigation  and  shall  hold  the Indemnified Party harmless from and
against  all  Losses caused by or arising out of any settlement thereof approved
by  Buyer  or  any  judgment in connection therewith (other than the Indemnified
Party's  expenses  of participation in such defense, prosecution or settlement).
Buyer  may  not,  in  the  defense  or prosecution of any suit, claim, action or
proceeding,  the  defense  of  which  Buyer has assumed, except with the written
consent  of  the  Indemnified  Party (which shall not be unreasonably withheld),


<PAGE>
consent  to the entry of any judgment or enter into any settlement (i) that does
not include as an unconditional term thereof the giving to the Indemnified Party
by  the third party of a full and final release from all liability in respect of
such  suit,  claim, action or proceeding or (ii) requires any payment to be made
by  the  Indemnified  Party.

          (4)     If  Buyer  does  not assume the defense or prosecution of such
claim  or  litigation  pursuant  to  this  Section 9.2 (Third Party Claims), the
                                                        ------------------
Indemnified  Party  may  defend  or  prosecute  such claim or litigation in such
manner  as  it  may  deem  appropriate  (in  which  case  legal  expenses of the
Indemnified  Party  shall be at the expense of Buyer, and shall be considered to
be  part of the Losses incurred pursuant to this Section 9 (Indemnity by Buyer))
                                                            ------------------
after  giving  written notice thereof (and reasonably opportunity to respond) to
Buyer, on such terms as the Indemnified Party may deem appropriate.  Buyer shall
promptly  reimburse  the  Indemnified  Party  for  the Losses arising out of any
judgment  rendered  against  the Indemnified Party or settlement entered into by
the  Indemnified Party.  Any expenses for which an Indemnified Party is entitled
to  reimbursement  hereunder  shall  be  paid  as  incurred.

          (5)     If  an  Indemnified Party assumes the defense of a third party
claim  or  demand  pursuant  to  this  Section  9.2  (Third  Party  Claims), the
                                                      --------------------
Indemnified  Party shall employ counsel and defend, prosecute and/or settle such
claims  or  demands  at  Buyer's  expense.   Buyer  shall promptly reimburse the
Indemnified  Party  for  the Losses arising out of any judgment rendered against
the  Indemnified Party or settlement entered into by the Indemnified Party.  Any
expenses  for which the Indemnified Party is entitled to reimbursement hereunder
shall  be  paid  as  incurred.

10.     Documents  Delivered  at  Closing.  The parties hereto shall execute and
        ---------------------------------
deliver  all  documents, papers and instruments necessary or convenient to carry
out  the  terms  of  this  Agreement.  Without  limiting  the  generality of the
foregoing  and  subject  to  the  conditions  set  forth  in this Agreement, the
following  documents are to be delivered by the indicated party on or before the
Closing  Time:

          (1)     All  evidence  and  documents  as  the attorneys for Buyer may
reasonably  require  as to Seller's compliance with its agreements hereunder and
the  fulfillment  of  the  conditions  to  Buyer's  obligation to consummate the
transaction  contemplated  hereby.

          (2)     All  evidence  and  documents  as the attorneys for Seller may
reasonably  require  as  to Buyer's compliance with its agreements hereunder and
the  fulfillment  of  the  conditions  to Seller's obligations to consummate the
transaction  contemplated  hereby.

          (3)     A  certificate  by the Seller, executed by its duly authorized
officer,  confirming  the  truthfulness  in  all  material  respects  of  the
representations,  warranties  and  covenants made herein as of the Closing Time.

          (4)     A  certificate  by  Buyer,  executed  by any of its authorized
officers,  confirming  the  truthfulness  in  all  material  respects  of  the
representations,  warranties  and  covenants made herein as of the Closing Time.

          (5)     Buyer's  payment of the Purchase Price to Seller in accordance
with  Section  2.1  (Purchase  Price).
                     ---------------

<PAGE>
11.     Conditions  Precedent.  The obligations of the parties to consummate the
        ---------------------
Transaction are conditioned and contingent upon each of the following conditions
described  in  this  Section  11  (Conditions  Precedent).
                                   ---------------------

     11.1     Conditions  for  the  Benefit  of  Buyer  and  Seller.
              -----------------------------------------------------

          (1)     Seller  shall  have received all third party consents required
to  transfer and assign the Purchased Assets to Buyer, including but not limited
to the approval of the Transaction by the Arizona Department of Insurance as may
be  required.

          (2)     No  law or court order shall have been enacted, promulgated or
enforced  by  any  governmental agency, nor shall any legal or regulatory action
have  been  instituted  and  remain  pending  and  threatened  that prohibits or
restricts  the  consummation  of  the  Transaction.

          (3)     Buyer  and Seller shall have agreed in writing to the form and
content  of  any  and all Exhibits described herein that are not attached hereto
upon  the  execution  of  this  Agreement  by  both  of  the  parties.

     11.2     Conditions  for  the  Benefit  of  Buyer.
              ----------------------------------------

          (1)     Buyer  shall  have  entered  into  such  written agreements it
determines  in  its  sole  discretion  to be appropriate, providing on terms and
conditions  acceptable  to  Buyer  in  its  sole  discretion  (including without
limitation  conditions  subject  to Buyer's approval of matters disclosed in due
diligence)  for  Buyer's  acquisition  of  the  Purchased  Assets.

          (2)     Seller's  performance  of  and  compliance with all covenants,
agreements,  conditions,  terms  and provisions required by this Agreement to be
performed  or  complied  with  by  Seller  on  or  prior  to  the  Closing Time.

          (3)     The  accuracy  and  completeness  of  all  representations and
warranties made by Seller pursuant to Section 4 (Representations, Warranties and
                                                 -------------------------------
Agreements  of  Seller).
----------------------

          (4)     Seller  shall have delivered to Buyer a certificate certifying
that,  between  the  period  commencing  as  of  the  date  of execution of this
Agreement  and  the  Closing  Time, to their respective knowledge (as defined in
Section  4  (Representations,  Warranties and Agreements of Seller), the Company
             -----------------------------------------------------
shall have; (a) operated only in the ordinary course of business consistent with
past  custom  and  practice;  (b)  not  sold,  paid, contributed, distributed or
otherwise  transferred  any  of  the assets of the Company to any person for any
reason other than in the ordinary course of business; (c) paid all employees and
accounts  payable, and collected all accounts receivable, in the ordinary course
of  business  consistent  with  past  custom and practice; and (d) not declared,
paid,  made  or otherwise effectuated any dividends, distributions, redemptions,
equity  repurchases  or  other  transactions  involving  Sellers  capital stock.

     11.3     Conditions  for  the  Benefit  of  Seller.
              -----------------------------------------

          (1)     Buyer's  performance  and  compliance  with  all  covenants,
agreements,  conditions,  terms  and provisions required by this Agreement to be
performed  or  complied  with  by  Buyer  prior  to  the  Closing.

          (2)     The  accuracy  and  completeness  of  all  representations and
warranties  made by Buyer pursuant to Section 5 (Representations, Warranties and
                                                 -------------------------------
Agreement  of  Buyer)  hereof.
--------------------

     11.4     Waiver  of  Conditions.  The  conditions set forth in Section 11.2
              ----------------------
(Conditions  for  the  Benefit of Buyer) may be waived only by Buyer and only in
----------------  ---------------------
writing.  The  conditions  set forth in Section 11.3 (Conditions for the Benefit
                                                      --------------------------
of Seller) may be waived only by Seller and only in writing.  The conditions set
---------


<PAGE>
forth  in  Section  11.1  (Conditions  for  the Benefit of Seller and Buyer) may
                           ------------------------------------------------
waived  only  in  a  writing  signed  by  both  Seller  and  Buyer.

     11.5     Satisfaction  of  Conditions.  The parties hereto agree to use all
              ----------------------------
reasonable  effort  and  due  diligence  to  timely satisfy all of the foregoing
conditions and contingencies. In the event that at the Closing Time, as extended
pursuant  to  Section  3.1  (Closing  Time)  hereof, the conditions set forth in
                             -------------
Section  11.2  (Conditions  for  the Benefit ofBuyer) have not been satisfied or
                -------------------------------
waived  by  Buyer,  this  Agreement may thereupon be terminated by Buyer, at its
option,  and  upon  such  termination,  Seller  shall be liable to Buyer for all
damages incurred or sustained by Buyer; provided, however, if any such condition
fails because of the refusal of a third party to provide a consent, Seller shall
not be liable in damages to Buyer if Seller used commercially reasonable efforts
to  obtain  such  consent.  In  the  event that at the Closing Time, as extended
pursuant to Section 3.1 (Closing Time), the conditions set forth in Section 11.3
                         ------------
(Conditions  for  the  Benefit  of  Seller) have not been satisfied or waived by
 ---------------  ------------------------
Seller,  this  Agreement may thereupon be terminated by Seller, acting together,
-------
at  their option, and upon such termination, Buyer shall be liable to Seller for
all  damages  incurred  or  sustained  by Seller; provided, however, if any such
condition  fails  because  of the refusal of a third party to provide a consent,
Buyer  shall  not  be  liable  in  damages  to Seller if Buyer used commercially
reasonable  efforts to obtain such consent.  If on the Closing Time, as extended
pursuant  to  Section  3.1  (Closing  Time)  hereof, the conditions set forth in
                             -------------
Section  11.1  (Conditions  for  the  Benefit of Buyer and Seller) have not been
                -------------------------------------------------
satisfied  or  waived  in accordance with the foregoing, either Buyer or Seller,
acting  together,  may  terminate  this Agreement effective immediately and each
party  shall  thereupon  be  fully  and forever discharged and released from all
obligation  and  liability  hereunder.

12.     Confidential Information.  Except insofar as data and information may be
        ------------------------
required  by  law  or  regulation to be disclosed or is available to the public,
Buyer  and  Seller each shall at all times to hold in strict confidence all data
and  information  obtained in connection with the Transaction and this Agreement
which  relates  to  the  business of the other party.  If the Transaction is not
consummated, each party shall return to the other party all data and information
received  from such other party and any copies, summaries or analyses drawn from
such  data  and  information  received  from such other party.  The parties also
agree  to  issue  no press releases concerning the Transaction or this Agreement
without  the  express  written  consent  of  the  other  party.

13.     Brokerage  Fee.  Buyer  and  each of the Seller represents, warrants and
        --------------
agrees  that all negotiations relative to this Agreement have been carried on by
its representative directly with the other party without the intervention of any
person;  that  no broker brought about or participated in the transaction on its
behalf;  each  party shall and hereby does agree to indemnify and hold the other
party free and harmless from any and all claims, suits and actions for brokerage
or  other  commissions  and  from  and  against  all  expenses of any character,
including  reasonable  attorneys' fees, incurred by the other party by reason of
any  claims  by  any  person  or  broker claiming to have been engaged by, or on
behalf  of,  the  Indemnifying  Party,  or  with  whom the Indemnifying Party is
claimed  to  have  made  an  agreement  for  compensation.


<PAGE>
14.     Notices.  All  notices  required to be given hereunder shall be given in
        -------
writing  and  shall be deemed delivered if dispatched by certified or registered
mail,  return  receipt  requested,  postage  prepaid,  or by an express delivery
service customarily used for business correspondence and providing substantially
similar written proof of delivery and receipt, charges prepaid, addressed to the
parties  as  set  forth  below  their  respective  names:

<TABLE>
<CAPTION>
<S>                                            <C>
Buyer:                                         Seller:

Total Dental Administrators Health Plan, Inc.  SafeGuard Health Plans, Inc.
1528 East Missouri, Suite 153                  95 Enterprise
Phoenix, AZ  85014                             Aliso Viejo, CA  92656
Attention: Nelson Leatherwood, President       Attention: Ronald I. Brendzel, Senior
           and Chief Executive Officer                    Vice President and General Counsel
Fax:  (602) 266-1948                           Fax:  (949) 425-4586
</TABLE>

A  notice  shall  be  deemed  given  on  the date it is deposited in the mail or
submitted to the express delivery service in accordance with the foregoing.  Any
party  may  change  the  address at which to send notices by notifying the other
party  of  such  change  of address in writing in accordance with the foregoing.

15.     Dispute  Resolution.  All  controversies,  claims  and  disputes arising
        -------------------
under  this  Agreement or the construction, interpretation, breach, termination,
enforceability  or  validity thereof, shall be resolved by submission to binding
arbitration.

     15.1     Notice.  The  party  desiring to initiate arbitration can do so by
              ------
sending  written  notice of an intention to arbitrate by registered or certified
mail  to the other parties and to American Arbitration Association ("AAA").  The
notice  must contain a description of the dispute, the amount of money involved,
and  the  remedies  sought.

     15.2     Arbitrator.  The parties shall attempt to agree on a retired judge
              ----------
from  the  AAA  panel  to  act  as the arbitrator hereunder.  If the parties are
unable  to  agree,  AAA  shall  provide a list of three available judges to each
party and each party may strike one.  If the parties strike the same individual,
then  AAA  shall  be  entitled  to  select the final arbitrator.  If they strike
different  individuals,  the remaining judge shall serve as the arbitrator.  The
parties  agree  the  arbitration must be initiated within one (1) year after the
claimed  breach occurred and that the failure to initiate arbitration within the
one  (1)  year  period  constitutes  an  absolute  bar to the institution of any
arbitration or any judicial proceeding on any dispute set forth in the notice of
intent  to  arbitrate.  It  is  agreed  that  by  all  parties  that  any  legal
proceedings under this Agreement shall remain sealed and not open to the public.

     15.3     Costs.  Each  party  to  the  arbitration must pay its own witness
              -----
fees.  Each  party  must  pay  its pro-rata share of the arbitrator's fees.  The
arbitrator must award to the prevailing party attorneys' fees and costs actually
and  reasonably  incurred.

     15.4     Fees.  If  any party to this Agreement shall bring any arbitration
              ----
or  any  other  action,  suit, counterclaim or appeal for any relief against any
other party, declaratory or otherwise, to enforce the terms hereof or to declare
rights  hereunder  (collectively,  an  "Action"),  the prevailing party shall be
entitled  to  recover  as part of any such Action its reasonable attorneys' fees
and  costs,  including  any  fees and costs incurred in bringing and prosecuting


<PAGE>
such  Action  and/or  enforcing  any order, judgment, ruling or award granted as
part  of  such  Action.  "Prevailing  party"  within the meaning of this section
includes,  without  limitation, a party who agrees to dismiss an Action upon the
other  party's  payment  of  all  or  a  portion  of  the  sums allegedly due or
performance  of  the  covenants allegedly breached, or who obtains substantially
the  relief  sought.

16.     General  Provisions.
        -------------------

     16.1     Assignment  Permitted.  Buyer may assign any or all of its rights,
              ---------------------
and/or delegate any or all of its responsibilities, arising under this Agreement
to  a  corporate  entity controlling, controlled by or under common control with
Buyer.

     16.2     Governing  Law.  This  Agreement  and  all  rights,  duties  and
              --------------
obligations  hereunder shall be construed and interpreted in accordance with the
laws  of  the State of Arizona. The venue for any judicial proceeding brought by
either  party  with  regard to any provision of or obligation arising under this
Agreement  shall  be  in  Orange  County,  California.

     16.3     Entire  Agreement.  This  Agreement  supersedes all prior oral and
              -----------------
written understandings and agreements between the parties hereto relating to the
subject  of  this Agreement.  This document, together with its Exhibits attached
hereto  and  incorporated  herein  in  their entirety by this reference, and all
other documents specifically referenced herein, constitutes the entire agreement
between the parties regarding the services to be provided by the parties hereto.
No  representations,  promises,  conditions  or warranties with reference to the
execution  of  this  document, including, but not limited to pro forma and other
financial information, have been made or entered into between the parties hereto
other  than  those  expressly  provided  herein.

     16.4     Waiver of Provisions.  Any waiver of any term and condition hereof
              --------------------
must  be  in  writing  and  signed by the parties hereto. A waiver of any of the
terms  and  conditions  hereof  shall  not be construed as a waiver of any other
terms  and  conditions  hereof.

     16.5     Severability.  Nothing  contained  in  this  Agreement  shall  be
              ------------
construed so as to require the commission of an act contrary to law and whenever
there is any conflict between any provision hereof and any present statute, law,
ordinance  or  regulation  contrary  to which the parties have no legal right to
contract,  the  latter  shall  prevail, but in such event, the provisions hereof
affected shall be curtailed and limited only to the extent necessary to bring it
within  the  requirements  of  the  law  and  to  carry out the purposes hereof.

     16.6     Force  Majeure.  Neither party shall be liable nor deemed to be in
              --------------
default  for  any  delay  or failure in performance under the Agreement or other
interruption  of service or employment deemed resulting, directly or indirectly,
from  acts  of  God,  civil  or  military  authority, acts of public enemy, war,
accidents,  fires,  explosions,  earthquakes, floods, failure of transportation,
machinery or supplies, vandalism, strikes or other work interruptions beyond the
reasonable  control of either party. However, both parties shall make good faith
efforts  to perform under this Agreement in the event of any such circumstances.

     16.7     Attorneys'  Fees.  Except as otherwise provided herein, each party
              ----------------
shall  be  and  remain  responsible  for  its  own  attorneys'  fees incurred in
connection  with the negotiation, performance, interpretation and enforcement of
this  Agreement.

     16.8     Licenses,  Permits  and  Certificates.  Seller  shall  obtain  and
              -------------------------------------
maintain  in  effect,  during  the  term  hereof,  all  licenses,  permits  and
certificates  required by law that are applicable to its performance pursuant to
this  Agreement.


<PAGE>
     16.9     Time  of  the  Essence.  Time is of the essence in each and all of
              ----------------------
the  agreements,  covenants  and  conditions  hereof.

     16.10     Headings.  Any headings of or captions to the articles, sections,
               --------
subsections,  paragraphs  or subparagraphs hereof are solely for the convenience
of  the  parties,  are  not  a  part  hereof,  and  shall  not  be  used for the
interpretation  or  determination  of  validity  hereof or any provision hereof.

     16.11     Gender  and  Number.  Whenever  the  context hereof requires, the
               -------------------
gender  of  all  words shall include the masculine, feminine and neuter, and the
number  of  all  words  shall  include  the  singular  and  plural.

     16.12     Counterparts.  This  Agreement  may  be executed in any number of
               ------------
counterparts,  and  each  such  executed  counterpart  shall  be deemed to be an
original  instrument,  but  all such executed counterparts shall be deemed to be
one  and  the  same  instrument.

17.     Non-Competition  Agreement.  SafeGuard  shall not engage in the business
        --------------------------
of operating a prepaid dental plan organization in the state of Arizona from the
date  of  Closing through a period of three (3) years after the date of Closing.

IN  WITNESS WHEREOF, the parties have executed this Agreement the date set forth
below.

<TABLE>
<CAPTION>
<S>                                             <C>
"Buyer"                                         "Seller"

TOTAL DENTAL ADMINISTRATORS HEALTH PLAN, INC.,  SAFEGUARD HEALTH PLANS, INC.,
An Arizona Corporation                          an Arizona corporation


By: /s/ Nelson Leatherwood                      By: /s/ James E. Buncher
----------------------------------------------  --------------------------------------------
Name: NELSON LEATHERWOOD                        Name: JAMES E. BUNCHER
Title: President and Chief Executive Officer    Title: President and Chief Executive Officer


Dated: February 21, 2001                        By: /s/ Ronald I. Brendzel
----------------------------------------------  --------------------------------------------
                                                Name: RONALD I. BRENDZEL
                                                Title: Senior Vice President and Secretary

                                                Dated: February 26, 2001
                                                --------------------------------------------
</TABLE>


<PAGE>
                                   EXHIBIT A

                            LIST OF PURCHASED ASSETS



1.   Any and all contractual rights between SafeGuard Health Plans, Inc. and the
     attached  list  of  dentists  (both  specialists and general dentists), and

2.   Any and all contractual rights between SafeGuard Health Plans, Inc. and the
     attached  list  of  members.


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                                   EXHIBIT 6.1

                                   PRORATIONS


  (HERE WILL BE STATED ANY PRORATIONS THAT ARE REQUIRED TO BE PAID BY BUYER TO
                   SELLER, DEPENDING ON THE DATE OF CLOSING.)


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